Ultimate Alien Force
by The Samurai of Hell
Summary: This time, I shall succeed.
1. The 10, Part One: Field Trip

Ultimate Alien Force

Ultimate Alien Force

I: The 10, Part 1

* * *

_Bellwood, Illinois_

"BENJAMIN TENNYSON, WAKE UP! YOU'RE GONNA BE LATE FOR SCHOOL!"

Thirteen year-old Ben Tennyson woke up from his bedroom's floor, groaning. He and his friends had made sure that the last day before school started again would be a big one, and in return for their efforts, they had been given detention by a teacher who lived not too far from where they set off the fireworks. So yeah, Ben wasn't looking forward to school.

"Ben! I'M NOT SAYING IT AGAIN! GET OUT, OR I'LL THROW YOU OUT!" his mother yelled.

Fearing his mother's threat, Ben woke up, put on his clothes, brushed his hair, put his black and white shirt and cargo pants with brown shoes and jumped downstairs in front his mom.

"Ready to go!" Ben said, breathing heavily.

"Well get going then. I can't take you." His mom snapped.

"What?"

"Go with Gwen. If you hurry, her dad will be pulling out of the garage."

Ben ran out the door, not bothering to close it. He ran across the street to his cousin's house, hoping Gwen was still there. Before he could knock on the door, it swung in his face, knocking him over the porch and into the roses.

"Hey Ben. Need a ride?"

Ben got up from the roses and looked at his cousin Gwen. She was his age, a bit taller, with short orange hair, wearing a blue short-sleeved shirt and white pants.

"Please?" Ben whined.

Gwen rolled her eyes and nodded. The two waited in the car until Gwen's dad arrived. Once all formalities were out of the way, Gwen's dad started the car and drove them to school.

Bellwood Junior High was like a steak being fought over by dogs. Kids were constantly fighting for different parts of the school, not caring about the methods they got it so long as it was theirs.

"Bye kids, have a good day at school." Gwen's dad yelled.

"Bye Uncle Frank!" Ben said back.

As the car drove off, Gwen and Ben walked up to their little group. There was a twelve-year-old boy with blonde hair with a shirt that had the radiation sign on it. Next to that boy was a fourteen-year-old with short black hair with a yellow jacket on with a bag strapped around his back.

"Johnny, Cole, what's up?" Ben said.

The first boy grinned and gave Ben a high five, while the second boy just nodded.

"Hey Ben, Gwen, how was spring break?" Johnny asked.

"Would be better if we didn't have detention for a week." Ben complained.

"I don't even know how I got caught in that mess." Gwen snapped.

"No one said you had to come."

"Well, I was bored, so I needed to kill time."

Cole could see that an argument was about to start, so he intervened.

"You guys ready for that field trip to that lab?" he asked.

"Nexos? That's where my sisters' used to work." Johnny said.

Johnny's sisters Susan ad Mary were a twin pair of scientists who got a job at the huge technology corporation when they were sixteen. Since then, they'd gone off to make bigger and better things.

"That's today?" Ben yelled.

"Leave right after the bell." Cole spoke.

"So Ben, gonna try to sit next to Kari, or you gonna take a seat next to Julie on the bus ride?" Johnny teased.

"Yeah right, like he's got a chance with either." A voice sneered.

Ben looked up. Behind Johnny was a tall kid with dark skin and black hair, grinning at him sinisterly.

"What do you want, Cash?" Gwen snapped.

"Just here to let Tennyson know that neither of those girls will go for a skinny wimp like him."

"Right, they'll definitely go for a muscle bound idiot like yourself." Johnny said sarcastically.

Cash grabbed Johnny by the shirt, their faces inches from each other.

"You got something to say, Test?" Cash whispered.

"Leave him alone, Cash." Cole threatened.

Cole brandished a knife from his sleeve, aiming it at Cash's lower back.

"You wouldn't." Cash whispered.

"I'm an innocent kid with a medical condition. You've gotten into lots of trouble. Who do you think they'll believe." Cole snapped.

Cash thought for a moment, then set Johnny down gently before leaving, muttering to himself. Gwen, Ben, and Johnny looked at Cole. He had the knife out in the open, and was bending the blade back and forth.

"Rubber knife?" Gwen questioned.

"I thought it'd be funny." Cole smirked.

The bell rang, and the kids went to their different classrooms. The eighth graders would be going on a field trip in twenty minutes, and soon be gone for seven and a half hours.

_This is going to be an interesting trip, _Ben thought to himself.

* * *

**NEXT: OMNITRIX**

_Well, that's part uno of Ultimate Alien Force. Points to anyone who can guess who Johnny, Cole, and Kari are. I'm hoping that you'll like it, and I've got a lot of ideas for this. I won't lie; this is partly inspired by Ultimate Danny Phantom by Grumbles (and dude, if you're reading this, my offer still stands.) Anyway read and review, the usual, and GO SEE THE DARK KNIGHT! It's amazing. Only precaution: don't take your younger sibling or child, because it is violent._

"It's not about money, it's about sending a message."-Joker


	2. The 10, Part Two: Omnitrix

Ultimate Alien Force

Ultimate Alien Force

I: The 10, Part 2

* * *

_Bellwood, Illinois_

"Okay class, listen up," the teacher ordered.

"Today's the day that we go to Nexos Labs. Thanks to the sisters of some students…"

Cole and Johnny high-fived each other before returning their attention to the teacher.

"We've got full rein and can go wherever we choose. There will, however, be a tour before we can go, so please behave and don't embarrass this school."

"Yes, Mr. Belding." The class chorused.

"Good, now let's all get to the buses."

One by one, the class single-filed out of the room and into the school's parking lot. Ben looked at the remaining seats; one was next to Julie, the other was next to Kari. Julie was around Ben's age, with black hair and brown eyes, wearing a pink sweatshirt and short skirt. Kari was a year older, with pink and silver hair wrapped in a ponytail that went down to her back. Her purple eyes scanned her purple jacket for any marks.

_Okay, let's see, eeney, meeney, miney—_Ben thought.

"Move it, Tennyson!" Cash screamed.

Without warning, Cash and JT sat down in the seat next to Julie, leaving Ben to guess where he would sit. Shuffling through the other people, he took a seat next to Kari, his eyes looking at anything but her.

"So… see any good movies lately?" Ben asked lamely.

"I went to go see Dark Knight with my dad over the weekend." Kari said.

"Heard that was pretty good."

"It is. Heath Ledger is amazing and should be nominated."

"Yeah…" Ben trailed off.

"Look, Kari. My neighborhood's having a block party this weekend, and I was wondering…if you wanted togowithme." Ben finished quickly.

"What was that?" Kari asked.

"I said, will you go with me to my neighborhood block party?"

Kari's eyes perked up.

"Sure, sounds like fun."

Ben smiled. It was easier than he had actually thought it would be; images of the last time he asked someone out flashed through his head (he didn't exactly plan that one out, much less expect her to say yes).

"Great, I'll see you Saturday."

The rest of the bus ride was pretty standard. Johnny and Cole managed to find a way to get to the back of the bus by sitting on the shoulders of Ben (or in Johnny's case, his arms wrapped around Cole.). The three boys discussed natural guys stuff, stopping only when Kari wanted to offer her two cents on something. After a half hour, the bus stopped in front of the entrance to Nexos Labs. It was as tall as a skyscraper, with a green infinity symbol on the top of the building.

The classroom poured out into the front desk, where they were met by a man with gray hair and librarian glasses. His lab coat clung to his very thin frame.

"Welcome, welcome, children, to Nexos Laboratories. I am your guide, Magister Labrid. Now before we begin our tour, I must tell you a few things: first, stay with the group. Second, don't touch anything that looks biomechanical, and third, don't antagonize any of the people in the cells. Now, let's get moving."

Magister led the class past the main office into the second level, where there were an abundance of cells containing different people.

"This is our testing facility. Here, we give people physical enhancement drugs."

"Isn't it a bit unsafe to use actual people as subjects?" Gwen asked.

"Not to worry little girl. The side effects from the drugs are completely harmless."

Behind Magister, a boy with a scar covering the left side of his face shot fire from his hands at the glass door.

"Like I said," Magister grinned, "harmless."

Magister quickly shooed the kids away before they saw the boy be tackled by men in white containment suits.

"Now, let's go down to the technology level. I've got something I think you'll all like."

The class excitedly followed their guide downstairs to the third level. In the center of the room was a bright green watch with a symbol of an hourglass on it.

"This is the Omnitrix. And it… will change the world."

* * *

**NEXT: ALIENS**

_Well, that's chap. 2! Sorry it took so long, high school at freshman year is a real pain in the ass! Next chapter: Ben gets a souvenir. Points go to Charmer1234 and ThePink1 at for guessing two of the characters identities from the previous chapter. I honestly shouldn't have included Cole; he's from the upcoming 2009 PS3 game "Infamous." For more info on the game, go to: _

"New Hero. New Campaign. Prepare to drop."-Halo 3 Recon trailer tagline.


	3. Story Arcs

Ultimate Alien Force

Hey, quick author's note. I've got a pretty good idea of what's supposed to happen when in terms of story arcs, so here's just a quick list of the first 10 arcs and what they'll be about.

1. The Ten: Ben gets the Omnitrix

2. Villains: The bad guys will be Vilgax and Animo.

3. Eleven: Condensed version of the "Kevin 11" episodes.

4. Resistance: Take a wild guess ;).

5. Benders: Again, take a guess (or, read chapter 2).

6. Experiments: Origins of the characters from the "Benders" arc.

7. Magic: Gwen discovers her powers.

8 Bionics and Demons: Reference to two Capcom games.

9. X: Involves a character from the 1st chapter.

10. Infamous: See chapter 2's end note or take a guess.

That's pretty much it. Later!


	4. The 10, Part Three: Aliens

Ultimate Alien Force

_The 10, Part 3: Aliens_

_Bellwood, Illinois_

"Change the world? How?" Cole asked.

"I'm glad you asked, young man. The Omnitrix is a device that allows its user to absorb the genetic code of any organic item it touches. Afterwards, the wearer can use the genetic code and morph into that creature for a select time." Magister explained.

"Now it just so happens that this one is a prototype and has a lock on it. So, if anyone would like to try it on? Just step up and strap it on to—"

"Outta my way," Cash yelled, "I got first dibs!"

Cash ran to the front of the line and slapped the Omnitrix on his wrist. For a moment, he grinned as the watch lit up and referred to him as 'Master'. That is, until his hand shook uncontrollably and punched him in the face repeatedly. The kids laughed as Cash walloped himself in the face.

"I guess I should've mentioned. The Omnitrix requires a great amount of self-control and intelligence to work. You must be lacking in both," Magister muttered.

Cash grumbled furiously and made his way to the back. Ben laughed the whole time up to the Omnitrix, stopping only to slap the green watch on his wrist.

"_Greetings, and thank you for activating Omnitrix version 1-point-3-5. What do you wish to do, Master?" _the electronic voice of the Omnitrix spoke.

"Uh… Omnitrix, turn me into a blue frog with spots with horns and a tail, please." Ben requested.

"_Complying. Genetic morph in 3… 2… 1…"_

Ben felt a surge of energy course through his body. He crouched down on the floor, his arms and legs becoming shorter. His fingers and toes were webbed, and his eyes increased in size. He was a frog.

"Ben?" Gwen asked.

Ben looked at himself in the mirror. He had large black eyes and orange spots covered most of his body.

"Cool! I'm a real frog!" Ben cried.

"Yeah, but you're still a freak!" Cash yelled.

Ben stuck his tongue out, hitting Cash in the face. Before he could do anything else, he turned back into a human.

"Hmm. You showed some impressive control over the watch, young man." Magister mused.

"Yeah," Ben grinned, "guess I just got the magic touch."

"I'll bet. Well, I think it's time we explore some of the other areas. Mr. Tennyson, if you wouldn't mind giving me back the watch?"

Ben handed the scientist the Omnitrix reluctantly.

"Good, now head upstairs, I'll meet you all in a moment."

The class walked up the stairs while Magister waited.

**"How'd he do?"** a voice asked.

"Well. I honestly thought that he'd lose control and destroy the area. I guess that there's a first time for everything." Magister responded.

"**True, true. We'll send it to him tonight. Have you put in its camouflage feature?"**

"Yes. It'll look like a normal watch. But what about when they come for it?"

**"We'll put him on the path. Hopefully, him and his future team will meet up with Max and take it from there. You have your orders. Good luck, Magister."**

"Right. Take care… Azmuth."

**NEXT: PROTOTYPES**

* * *

_So, that's technically chapter 3. Ben's gonna have a surprise in the morning, and his friends are involved. What'll happen? In other news, I'm setting up a freewebs site that'll be up either tonight or tomorrow, I'll put up an update through here to let you know. The site is for a story called "Project Hero: PROTOTYPE" which is like Heroes meets… something._

_While I'm on here, I guess it's time to bear some bad news: Sonic Warzone and Loonatics will be taken down, Warzone will be revived in the form of something less… Gears-y. And I'm also announcing a series of one-shots using different songs and series. This is the schedule:_

_Gears of War: Still Alive by Lisa Miskovsky_

_Ben 10: Until the End by Breaking Benjamin_

_Avatar: War by Edwin Starr_

_Sarah Connor Chronicles: You Are Mine by Mutemath_

_And once each of these are done, I'm gonna mix up the songs with the series so that's like, sixteen stories in all. That's it, have a merry Christmas!_


	5. The 10, Part Four: Prototypes

Ultimate Alien Force

**The 10, Part 4: Prototypes**

* * *

_Bellwood, Illinois_

"Ben, the bus is here!" Mrs. Tennyson called.

"Revive me—Cole, I'll meet you at school, we'll pick up on this later, kay?" Ben said.

"Sounds good. Later, Ben." Cole replied.

Ben turned off his Xbox and hastily ran out the door with his backpack on his back. He jumped out into the street before the bus left him and took a seat next to Kari.

"Hey Ben. You do that homework for fifth hour?" Kari asked.

"Yeah, here ya go." Ben fished his homework out his backpack and handed it to her.

"Thanks, so this neighborhood party of yours. Who all's gonna be there?"

"You know, Cole, Johnny, maybe Gwen, other neighbor kids. Some of the adults invited their family members to come. And since they invited people, every one else decided to invite people."

"So why'd you choose me?"

"Well, I think you're cool. I'd like to spend time with you." Ben blushed.

"Ben, I—"

Out of nowhere, Cash came and threw Ben at the seat next to Gwen. Kari peeked her head over Cash's massive shoulder and gave him and apologetic look.

"Every time. Every damn time I try to tell her, he comes in and ruins it!" Ben complained.

"Don't worry. You just have to tell her when he's not around." Gwen reassured him.

"But how can I? It's like he's got a radar that keys in on me when I'm about to fess up!"

"Then maybe you should make him leave long enough for you to start chatting."

"If I had that Omnitrix I could turn into a roadrunner and leave him in the girl's locker room."

"What do you mean if? Isn't that it on your wrist?"

Ben checked his right hand. There on his wrist was the Omnitrix, in the exact condition it was in yesterday.

"But I gave it back to that Magister guy. I know I did." Ben muttered.

"Don't you remember? He gave it to you, said something about Grandpa Max knowing why it given to you."

Before Ben could say anything else, the bus arrived at the school. As the kids poured out, Ben pulled at the watch with all the strength he had. It was stuck on his wrist like glue.

"Johnny, give me your screwdriver." Ben ordered.

Johnny took his screwdriver out of his pocket and handed it to Ben.

"I've always meant to ask. Why do you have a screwdriver on you?" Cole asked.

"Whenever I walk my dog, he gets a little… curious and starts eating things that shouldn't be eaten. So I use the screwdriver to fish the stuff out of his mouth." Johnny explained.

"I can't get it off!" Ben growled. Frustrated, he slammed his hand up against a rock. The watch didn't come off, but the symbol began blinking rapidly. Ben felt his body change. Like the first time he morphed into something with the Omnitrix. He ran away from the others, afraid of what might happened. He didn't know where he was going, but he did know that it somewhere behind the school.

Behind the school, Ben began to change. His height rose, his body widened just a little bit. Where his feet used to be were two hoof-like contraptions. His hands were bigger and his eyes were now two big holes. Lines scattered his body as it glowed a bright orange, coupled with a patch of flame on his head. Like in the movies, there was only one thing to do.

"AAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!"

Freak out.

* * *

**Next:** **Beginnings**

_And that's number 4! Starting after this, I'll be taking beta writers so if you're out there, gimme a shout. Next up: I've got Xbox Live!!! If you've got an Xbox 360, look for ShardLightning X and we'll hang out._

_Since this is meant to be a reimagination of Ben 10, there's gonna be some changes. The first is that when Ben switches back to himself, there'll be a short delay period before his DNA is fully reconfigured. Like, for example, when his last form was Ripjaws, his teeth might still be sharp, or he'll have webbed hands and feet. The second thing is that there'll be some visible signs of the Omnitrix affecting Ben, like if he starts talking to himself out loud or he talks to the Omnitrix._

_These are the only secrets I divulge, so I'll catch you later. Read and review!_

"War. War never changes."


	6. The 10, Part Five: Beginnings

Ultimate Alien Force

**The 10, Part 5: Beginnings**

* * *

Bellwood, Illinois

If there was one thing Ben Tennyson knew, it's that fire, although it looked beautiful, wasn't like a blanket. A blanket was soft, snuggly, and inviting, whereas fire was hot, burned like a bitch, and made you draw your hand back in pain.

"HELP!!!!!!!!!!!!! I'M ON FIRE!!!!!!!!! GET ME SOME WATER!!!!!!!!"

Ben had been rolling around on the school's parking lot for about five minutes now, and the flames didn't die. He did however, melt two tires, burn four bugs and set a tree on fire. It took Ben about another twenty seconds before he realized that in no way was the fire burning him.

_"Whoa… it doesn't burn?_" Ben thought.

"So… what do I do then?"

"Ben! Ben! You okay, man? Come on, if you don't hurry up, we're gonna be la—WHAT THE HELL IS THAT?!"

Johnny, Cole, and Gwen stopped dead in their tracks. They had expected a little vomiting, maybe some blood, but instead they got a six foot tall flaming man. Cole was the first to speak up.

"So Michael Bay went literal with the Fallen. Not bad. Don't understand why it looks humanoid though."

"Please," Johnny scoffed, "Michael Bay may not be faithful to the lore, but even he wouldn't make something that crappy."

Ben glared at them both. Although the four of them had spent several hours debating that before, it wasn't the time to play devoted fan boy. Instead, he focused on lighting Johnny's jacket aflame, smirking as the red-haired boy screamed and threw it off his back.

"Dude, what the hell's your problem?!" Johnny cried.

"Play with fire, you get burned." Ben grinned.

The friends looked at each other in surprise. The only guy they knew who would make cheesy one-liners like that were—

"Ben! What happened to you?" Gwen asked.

"Oh, not much. I just screwed around with the DNA absorbing watch that I_ have no recollection of getting_ and ended up covered in fire. But other than that, I'M FINE!"

"Do you know how to change back?" Cole asked.

"If I did, don't you think I would've done that by now?"

"No." Johnny, Gwen and Cole answered bluntly.

"Ugh, whatever. The point is, I wanna change back now!"

There were a series of beeps and a flash of green light, and Ben was back to looking like his normal self.

"Didn't see that coming." Johnny mused.

"So… the watch is voice activated?" Gwen asked.

"I don't think so. Remember when we went to the lab? It reverted him back to his form after a few minutes. That might be why he changed back." Cole replied.

"Whatever the reason, I'm just glad I'm me again. If I stayed like that, Kari woulda been freaked out." Ben grimaced.

"Yeah, cuz the girl you have a crush on being freaked out by you is such a life-threatening crisis." Cole deadpanned.

Ben let the joke slide. There were other things to worry about. He still needed to find out how he got the Omnitrix. Was what Gwen said true? More importantly, why did he get the watch? And what did it all mean?

"_Whatever it means, I just hope nothing weird happens." _Ben thought.

_Meanwhile, at the edge of space, not too far from Neptune…_

The Chimera Hammer was not in the best of shape. Its weapons were bordering on the line of being downright obsolete, it hadn't had repairs in several decades, and the crew itself was down to a mere couple of hundred instead of the hundred thousand. The crewmembers, the ones that weren't robots and had free will, had considered jumping ship. The only thing that stopped them? Their insane, obsessed, and incredibly temperamental captain.

Vilgax of the 8th Chimera Warmaster Family rarely ever showed emotions, and when he did, they were anger, frustration, or bloodlust. It had been decades since he showed happiness and even then, he didn't actually feel happy—just some cheap version of the feeling.

"Lord Vilgax," one of the crew techs interrupted, "our scanners are picking up a signal."

Vilgax's eyes widened. He had heard rumors through the various criminal circles that it was in the Milky Way galaxy. Although, the same could be said about it being in the other nine galaxies that he traveled through and decimated.

"Where?" Vilgax rasped.

"Scanners say Earth, sir."

"Set a course immediately." Vilgax barked.

"But sir, it could just be another fake. A wild Vulpimancer chase."

Vilgax's eyes narrowed. He stretched out his right arm straight out at the technician. His three-bladed hand went through the technician's chest, impaling him and returning to its original state just as quickly, bringing him eye-to-eye with Vilgax.

"Do you know how long I've waited for this? How many decades I've spent looking for it, how many times I've gotten my hopes up? No, this isn't a fake. I can feel it. But, since you think it's another fake, you have… trash duty."

In a flash, Vilgax's mouth widened. The other crewmembers watched in horror as another of Vilgax's most loyal men suffered the same fate as so many others. There was the sound of screams and bones crunching together. After a large gulp, Vilgax turned to the rest of his men. They quickly set the course for the Chimera Hammer and left the bridge.

_This time, _Vilgax thought, _I shall succeed. _

* * *

**NEXT: VILLAINS**

_Wow, my first arc! I'd like to thank my reviewers, all six of them, and will make sure to keep getting better as I go along! I will be taking Beta Readers though, starting now, so hit me up if you're interested. So what do you think of Vilgax? Too different?_

_I've put up a Twitter site, so go to there, then look up Da5thTurtle. Click on the on that says Justin Carter. __There, I'll put story updates, for real this time. As always, read and review!_

"**I'm the only hope you have."-Marcus Wright (Terminator Salvation, in theaters this Thursday, May 21.)**


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